Author: Andrew Jennings

Allison Herren Lee, former commissioner and acting chair of the U.S. Securities and Exchange Commission; Anat Alon-Beck, assistant professor of law at Case Western Reserve University; and John Livingstone, research fellow at Case Western Reserve University, join the Business Scholarship Podcast to discuss special-purpose vehicles and the divide in public and private markets. Alon-Beck and Livingstone are the authors of Mythical Unicorns and How to Find Them: The Disclosure Revolution.

Jennifer Fan, professor of law at the University of Washington, joins the Business Scholarship Podcast to discuss her article The Landscape of Startup Corporate Governance in the Founder-Friendly Era. In this article, Fan offers an empirical investigation of startup boards, including their governance models at different lifecycle and economic stages and their distinctions from public-company boards.

George Georgiev, associate professor of law at Emory University, joins the Business Scholarship Podcast to discuss his article The Human Capital Management Movement in U.S. Corporate Law. In this article Georgiev gives an account of the move toward understanding workers as essential “assets” of a corporation, which in turn requires boards to consider workforces within their monitoring and oversight responsibilities. He evaluates recent SEC regulations mandating human-capital management (HCM) disclosures and previews future HCM regulatory developments.

Robert Anderson, professor of law at Pepperdine University, joins the Business Scholarship Podcast to discuss his article The Sea Corporation. In this article, Anderson traces the origins of “the sea corporation”—the separate legal personality of ships that partly parallels the legal and economic attributes of modern-day business corporations—and considers its implications for business-organization theory.

John Rice, visiting assistant professor of law at Duquesne University, joins the Business Scholarship Podcast to discuss his article Rainbow-Washing. In this article Rice confronts the dichotomy between corporate expressions of support for the LGBTQIA+ community, on the one hand, and actions inconsistent with those commitments, on the other hand. Rice situates this problem in state-law fiduciary duties and federal securities-law obligations and identifies rainbow-washing litigation risks firms might face.

Christiana Ochoa, professor of law at Indiana University Bloomington, joins the Business Scholarship Podcast to discuss her article Deals in the Heartland, which she co-authored with Kacey Cook and Hanna Weil. In this article, Ochoa and her co-authors conduct an ethnography around disputes over wind-farm construction in rural Indiana. Their findings suggest that contracting practices, including formality and transparency, affect the stability of relationships among members of tight-knit communities and the relationships between community members and outside parties. With implications for both contract theory and the race to adopt clean-energy technology, this contractual stability Ochoa and her co-authors identify can, in turn, help wind-farm operators overcome local regulatory barriers.

Lécia Vicente, who teaches business law at Louisiana State University, joins the Business Scholarship Podcast to discuss her article Ownership Piercing. In this article, Vicente theorizes the unique aspects of the separation of ownership and control in limited liability companies (LLCs) and proposes that in manager-managed LLCs, courts should assess ownership through an evaluative “ownership piercing” process.

Jared Ellias, professor of law at Harvard University, joins the Business Scholarship Podcast to discuss his article The Rise of Bankruptcy Directors, which he co-authored with Ehud Kamar and Kobi Kastiel of Tel Aviv University. In this article Ellias and his co-authors present an empirical study of the rise of independent directors—traditionally a corporate-law concept—in Chapter 11 bankruptcies. The study finds that although “bankruptcy directors” may be presented as neutral experts who help maximize creditor recoveries, their appointments are associated with on average 20% reductions in unsecured-creditor recoveries.

Joseph Pileri, chief legal officer at Mission Driven Finance, joins the Business Scholarship Podcast to discuss his article Who Gets to Make a Living? Street Vending in America. Pileri outlines the history and place of street vending in America’s cities, how the business model works and why entrepreneurs pursue it, and the regulatory barriers to entry they face. He closes with proposed reforms to address the distributional and criminalization effects of current street-vending regulations.

Afra Afsharipour, professor of law at the University of California, Davis, and Darren Rosenblum, professor of law at McGill University, join the Business Scholarship Podcast to discuss their essay Power and Pay in the C-Suite. In this essay, Afsharpiour and Rosenblum extend the board-diversity literature to examine diversity in the next layer of the corporate hierarchy: the C-suite occupied by the chief executive, financial, legal, HR, and other senior officers.

June 6, 2022

The press is a bedrock institution of American society and democracy, but in many corners of the country, the viability of local reporting is under question if not outright existential threat. To explore some of the causes, effects, and solutions to this problem, the Business Scholarship Podcast’s third annual symposium is focused on Local Journal, Business, and Society.

The symposium comprises three episodes broken into the following panels.

1. Private Equity and Local Journalism
   • Michael Ewens, California Institute of Technology
   • RonNell Andersen Jones, University of Utah
   • Steven Waldman, Report for America

2. Workplaces and Local Journalism
   • Sinja Leonelli, University of Chicago
   • Aneesh Raghunandan, London School of Economics
   • John Howard, National Institute for Occupational Safety and Health

3. Corporate Misconduct and Local Journalism
   • Gerardo Pérez Cavazos, University of California San Diego
   • Karen Woody, Washington & Lee University
   • Joseph Borg, Alabama Securities Commission

Panels are moderated by Andrew Jennings of Brooklyn Law School. They are available on major podcast apps, YouTube, and at andrewkjennings.com/localjournalism.

Tracey George, professor of law and political science at Vanderbilt University, joins the Business Scholarship Podcast to discuss her article Gender, Credentials and M&A, which she co-authored with Albert Yoon, professor of law and economics at the University of Toronto and Mitu Gulati, professor of law at the University of Virginia. George’s article offers an empirical examination of gender gaps in M&A deal leadership and how the signaling effects of attorney credentials influence those gaps. George is joined on the panel by practitioners Eva Davis, a partner and chair of the transactions department at Winston & Strawn, and Germaine Gurr, a partner in the M&A practice of White & Case.

Yesha Yadav, professor of law at Vanderbilt University, joins the Business Scholarship Podcast to discuss her article The Broken Bond Market, which she co-authored with Jonathan Brogaard, professor of finance at the University of Utah. In this article, Yadav and Brogaard observe an inverse relationship between bond liquidity and governance bespokeness, which forces a tradeoff between tradability and investor protection. They recommend private-ordering solutions to reduce this dichotomy.

George Georgiev, associate professor of law at Emory University, joins the Business Scholarship Podcast to discuss his article The Breakdown of the Public–Private Divide in Securities Law: Causes, Consequences, and Reforms. In this article Georgiev traces a breakdown in the division between public and private capital markets as stemming from two decades of deregulatory developments. This breakdown, he contends, has reduced the explanatory value of the public-private divide in securities regulation, a condition that can likely only be remedied through congressional action.

Madison Condon, associate professor of law at Boston University, joins the Business Scholarship Podcast to discuss her article Market Myopia’s Climate Bubble. In this article Condon identifies the causes and consequences of mispricing the climate risk inherent in financial assets. Later in the interview, Condon offers her initial views on the SEC’s proposed climate-disclosure rules.

Alexander Platt, associate professor of law at the University of Kansas, joins the Business Scholarship Podcast to discuss his article Beyond “Market Transparency”: Investor Disclosure and Corporate Governance. In this article Platt explores twenty governance impacts driven by Exchange Act Section 13(f)—which requires institutional shareholders to periodically disclose their holdings to the public—including on common ownership and competition and shareholder activism. Drawing from these examples, Platt observes that far from a neutral transparency device, Section 13(f) has substantive effects on corporate governance.

Anat Alon-Beck, assistant professor of law at Case Western Reserve University, and Darren Rosenblum, professor of law at McGill University, join the Business Scholarship Podcast to discuss their articles No More Old Boys’ Club: Institutional Investors’ Fiduciary Duty to Advance Board Gender Diversity and A Duty to Diversify, which were co-authored with Michal Agmon-Gonnen. In these articles, Alon-Beck and Rosenblum articulate directors’ and institutional investors’ fiduciary duties as including a duty to foster diversity in senior corporate leadership.

William Moon, associate professor of law at the University of Maryland, joins the Business Scholarship Podcast to discuss his article Anonymous Companies. In this article Moon challenges the push for greater transparency of corporate ownership by recognizing legitimate economic, safety, anti-discrimination, and related interests that entrepreneurs might have in corporate anonymity.

Akshaya Kamalnath, senior lecturer at Australian National University College of Law, joins the Business Scholarship Podcast to discuss her article Social Movements, Diversity, and Corporate Short-Termism. In this article, Kamalnath investigates how social movements, often powered by social media, influence corporate commitments to diversity, equity, and inclusion. She observes, however, that these commitments can suffer from corporate short-termism, particularly as social pressure wanes.

Richard Crowley, assistant professor of accounting at Singapore Management University, joins the Business Scholarship Podcast to discuss his paper Executive Tweets, which he co-authored with Wenli Huang of Hong Kong Polytechnic University and Hai Lu of the University of Toronto. In the paper the co-authors find that larger market reactions follow financially relevant tweets posted to executives’ personal Twitter accounts compared to similar tweets posted to corporate accounts. This result is consistent with a person-to-person trust mechanism.

Christina Skinner, assistant professor of legal studies and business ethics at the University of Pennsylvania’s Wharton School, joins the Business Scholarship Podcast to discuss her article Central Bank Activism. In this article, Skinner critically analyzes demands that central banks like the Federal Reserve step beyond their traditional monetary mandates to tackle other fiscal and social challenges, such as climate change, income and racial inequality, or foreign and small-business aid.

Emmanuel Yimfor, assistant professor of finance at the University of Michigan, joins the Business Scholarship Podcast to discuss his paper Misconduct Synergies, which was co-authored with Heather Tookes of Yale University. In this paper, Yimfor and Tookes conduct a study of M&A in the investment-advisory industry and find that following mergers, a large share employees of the acquired firm who have prior misconduct leave the combined firm. Contrary to some expectations in the literature, the authors find that firms with high or low misconduct tend to acquire firms with similar misconduct histories.

Angela Aneiros, lecturer at Indiana University’s Kelley School of Business, joins the Business Scholarship Podcast to discuss her article The Unlikely Pressure for Accountability: The Insurance Industry’s Role in Social Change. In this article Aneiros examines the role of D&O insurance in shaping corporate directors’ decisions around diversity, equity, and inclusion.

Paolo Saguato, assistant professor of law at George Mason University, joins the Business Scholarship Podcast to discuss his articles Financial Regulation, Corporate Governance, and the Hidden Costs of Clearinghouses and article The Ownership of Clearinghouses: When ‘Skin in the Game’ Is Not Enough, the Remutualization of Clearinghouses. In these articles, Saguato conducts political-economy analyses of securities clearinghouses and their systemic risks.

Benjamin Ho, associate professor of economics at Vassar College, joins the Business Scholarship Podcast to discuss his paper Do Investors Care about Corporate Apologies? Evidence from Chemical Disasters, which he co-authored with Sijia Fan, Qi Ge, and Lirong Ma. In this paper, Ho and his co-authors study impacts on stock prices when companies apologize after chemical disasters. They find that although admissions of error might help restore trust with the public and regulators, those apologies can also reduce investors’ perceptions of firm competence, leading to drops in stock price.